BL-2023-NCL-000014 - [2025] EWHC 2074 (Ch)

Before Ticketline reached the end of the funding road, Steve Davis started looking around for someone to save the 2022 Festival, to assist in its organisation and, most importantly to provide funding to take the 2022 Festival through to its conclusion. This new business partner would not simply be involved in saving the 2022 Festival but SSD and its events and other ventures generally. Steve Davis alighted upon a Mr Aaron Mellor. Mr Mellor too was the person behind a number of companies, including the Claimant, Tokyo Industries (Live) Limited (“Tokyo”).

Negotiations were protracted. Various deals were discussed, primarily between Mr Betesh and Mr Mellor. The role of Mr Betesh in the negotiations reflected Ticketline’s economic interest in SSD in terms both of being the main creditor and as being a major shareholder in IG Industries. The general ideas was that Mr Mellor, through one or more companies belonging to him, would advance sums permitting the 2022 Festival to go ahead, take over organising the 2022 Festival and also acquire certain assets (bare or through acquiring the companies that held them), as well as certain proceeds of ticket sales for the 2022 Festival. No final binding agreement was ever reached. Instead, informality ruled the day. In anticipation of an agreement, but as I shall explain, on the basis that a deal had been done, though the detail needed to be fleshed out, the Claimant paid in excess of £756,000 to fund the 2022 Festival and in effect took over the management and operation of the 2022 Festival. Ultimately, it received nothing in return.

Tokyo now claims against Ticketline, primarily by way of a claim in unjust enrichment, on the basis that, as a result of the funding provided by Tokyo, the Defendant was unjustly enriched in various ways, not least in retaining proceeds of ticket sales from the 2022 Festival (in effect that, without the Claimant’s funding, it would not have retained because the Festival would not have gone ahead and ticket proceeds would have had to have been refunded) and the share of the booking fee that would otherwise have been receivable by SSD Music under the ticketing arrangement between it and Ticketline, but which Ticketline retained (presumably to reduce the debt owed to it by SSD Music). Tokyo claims a total of just under £601,000 in respect of the former and just over £30,000 in respect of the latter, a total of £630,921.90. In the alternative, it brings a claim on the basis that Ticketline became its ticketing agent with a fiduciary duty to account to it for the proceeds of the ticket sales, which it has failed to do in breach of its alleged fiduciary duty.